This coursebook teaches basic corporate acquisition planning. In addition to state corporate law and federal securities law, the book covers tax, accounting, environmental, products liability, pension, antitrust, national security, bankruptcy, and labor law issues. It integrates traditionally distinct classroom subjects in the context of discrete transactions. Each topical unit contains statutes, regulations, and caselaw that affect the structure and timing of acquisitions and reorganizations, including private equity buy-outs. The book also includes questions and problems to aid students in walking through the law’s basic distinctions. Textual notes and edited articles identify and question the empirical and political assumptions implicit in the standards. The new edition updates all areas and includes coverage of the Tax Cuts and Jobs Act of 2017 and its impact on leveraged buy-outs and corporate inversions. The new edition also contains a new chapter on shareholder activism, covering the methods activists use to push their agendas on corporate managers.


Imprint: West Academic Publishing
Series: American Casebook Series
Publication Date: 05/23/2018

Dale A. Oesterle, Ohio State University College of Law

Jeffrey J. Haas, New York Law School

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